                                 CODE OF VIRGINIA

DEFINITIONS (§ 38.2-4230)

As used in this article:
		&#8220;Affiliate&#8221; of a specific person or a person
&#8220;affiliated&#8221; with a specific person means a person that directly or
indirectly, through one or more intermediaries, controls, is controlled by or is
under common control with the person specified.
		&#8220;Control,&#8221; including the terms &#8220;controlling,&#8221;
&#8220;controlled by&#8221; and &#8220;under common control with,&#8221; means
direct or indirect possession of the power to direct or cause the direction of
the management and policies of a person through (i) the ownership of voting
securities, (ii) by contract other than a commercial contract for goods or
nonmanagement services, or (iii) otherwise, unless the power is the result of an
official position with or corporate office held by the person. Control shall be
presumed to exist if any person directly or indirectly owns, controls, holds
with the power to vote, or holds proxies representing collectively ten percent
or more of the voting securities of any other person. This presumption may be
rebutted by a showing made in the manner provided by subsection H of §
38.2-4231 that control does not exist. After giving all interested persons
notice and opportunity to be heard and making specific findings to support its
determination, the Commission may determine that control exists, notwithstanding
the absence of a presumption to that effect.
		&#8220;Holding company system&#8221; means two or more affiliated persons, one
or more of which is a nonstock corporation licensed under this chapter.
		&#8220;Surplus&#8221; means the excess of total admitted assets over the
liabilities of a nonstock corporation licensed under this chapter, and shall
include any contingency reserves maintained pursuant to § 38.2-4208 and any
voluntary reserves.
		&#8220;Transaction&#8221; means any (i) sale, purchase, exchange, renting or
leasing arrangement, loan or extension of credit, arrangement for the
assumption, extension or renewal of any obligation or liability, guaranty or
surety arrangement, or investment; (ii) dividend or distribution of cash or
property; (iii) reinsurance treaty or risk-sharing arrangement; (iv) management
contract, service contract or cost-sharing arrangement; or (v) other
arrangement, relationship or dealings that the Commission by order, rule or
regulation determines to be a transaction contemplated by this article. A
transaction shall not include any transaction which the Commission by rule or
regulation exempts as not being material for the purpose of §§ 38.2-4231 and
38.2-4233. Any series of transactions occurring within a twelve-month period
that are sufficiently similar in nature as to be reasonably construed as a
single transaction and that in the aggregate exceed any minimum set forth in
§§ 38.2-4231 and 38.2-4233 shall be deemed a transaction subject to the
provisions of such sections.
		&#8220;Voting security&#8221; means any security that enables the owner to
vote for the election of directors. Voting security includes any security
convertible into or evidencing a right to acquire a voting security.

HISTORY: 1989, c. 606; 1992, c. 588.